Stock Election. Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Effective Time shall be entitled to elect to receive shares of Parent Common Stock for all or any part of such holder's shares of Company Common Stock (a "Stock Election"). Notwithstanding the foregoing and subject to Section 2.1(l), the aggregate number of shares of Company Common Stock that may be converted into the right to receive shares of Parent Common Stock in the Merger (the "Stock Election Number") shall be 45% of the total number of shares of Company Common Stock issued and outstanding as of the close of business on the third trading day prior to the Effective Time. Stock Elections shall be made on a Form of Election. A Representative may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Representative for a particular beneficial owner.
Stock Election. For each Company Share with respect to which an election to receive Class A Stock (a “Stock Election”) has been properly made and not revoked pursuant to Section 2.08 (each, a “Stock Electing Share”) the holder shall receive the Maximum Per Share Stock Dividend; provided, that if the Maximum Per Share Stock Dividend multiplied by the aggregate number of Stock Electing Shares exceeds the Aggregate Stock Dividend Amount, then each Stock Electing Share shall instead receive (A) a fraction (rounded down to the nearest one one-hundredth (0.01)) of a share of Class A Stock equal to the Aggregate Stock Dividend Amount divided by the aggregate number of Stock Electing Shares (the “Prorated Per Share Stock Dividend”) and (B) the Excess Cash Dividend.
Stock Election. Each record holder of Company Common Shares immediately prior to the Effective Time shall be entitled to elect to receive Tribune Common Shares (together with the associated Rights) for all or any part of such holder's Company Common Shares (a "STOCK ELECTION"). There shall not be any limit on the number of Company Common Shares that may be converted into the right to receive Tribune Common Shares in the Merger. Stock Elections shall be made on a Form of Election. A Shares Representative may submit multiple Forms of Election; PROVIDED, that such Shares Representative certifies that each such Form of Election covers all the Company Common Shares held by such Shares Representatives for a particular beneficial owner.
Stock Election. If the Xxxxxxxxx Parties make a Stock Election, FMC and the Xxxxxxxxx Parties will promptly take all actions as are reasonably necessary and appropriate to cause Xxxxxxxxx Inc. to merge with and into a subsidiary of FMC in a transaction (x) that qualifies as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1968, as amended (the “Code”) (or any successor provision), (y) in which a wholly owned subsidiary of FMC merges with and into Xxxxxxxxx Inc. and (z) in which the stockholders of Xxxxxxxxx Inc. receive, pro rata, shares of Common Stock that are registered pursuant to a registration statement on Form S-4 (or any equivalent form) that has been declared effective or is deemed effective under the rules and regulations of the Securities and Exchange Commission and applicable state securities laws and are otherwise tradeable without restriction (except as otherwise provided in Section 2.4.1) (the “Subsidiary Merger”). The aggregate number of shares of Common Stock issuable to Xxxxxxxxx Inc. stockholders in the Subsidiary Merger shall be equal to (i) the product of (a) the Net Exercise Price (as may be adjusted under Section 2.4.2.1 above) and (b) 0.90, divided by (ii) the average Fair Market Value of the Common Stock during the 20 trading days immediately prior to the date the Right Notice is delivered pursuant to Section 2.3 hereof. Notwithstanding anything herein to the contrary, the obligation of FMC to consummate the Subsidiary Merger shall be subject to (A) the execution and delivery of a merger agreement in form and substance reasonably satisfactory to FMC, (B) the receipt of all necessary consents and approvals from the Board and stockholders of Xxxxxxxxx Inc., (C) the Xxxxxxxxx Parties shall have used best efforts to obtain a release in form and substance reasonably satisfactory to FMC executed and delivered by each of the stockholders of Xxxxxxxxx Inc. releasing Xxxxxxxxx Inc. and its Affiliates (including FMC after giving effect to the Subsidiary Merger) from any and all liabilities and obligations such Persons may have to such stockholder and any and all claims such stockholder may have against Xxxxxxxxx Inc. and its Affiliates, (D) holders representing no more than 5% of the outstanding capital stock of Xxxxxxxxx Inc. shall have validly elected to seek appraisal of their shares in accordance with Section 262 of the Delaware General Corporation Law and (E) Xxxxxxxxx Inc. will have a Net Debt of $0 as of the Right Closing. ...
Stock Election. 3.2 Subsidiary............................................ 9.10
Stock Election. Subject to Section 1.5(f), each record holder of shares of Company Common Stock, other than Excluded Shares, immediately prior to the Election Deadline who makes an effective Election to receive shares of Parent Common Stock (a “Stock Election”) shall be entitled to receive for each of such holder’s shares of Company Common Stock as to which such Stock Election is made shares of Parent Common Stock or a combination of cash and shares of Parent Common Stock, solely as provided in clause (i) or (ii) below:
Stock Election. 2.2(a) Stock Election Shares....................................................2.2(a) Stockholders' Meeting....................................................7.2(a) Substitute Options.......................................................2.7(a) Substitute Warrants......................................................2.8(a) Xxxxxxxx.................................................................2.8(c) Superior Proposal........................................................7.1(d) Surviving Corporation....................................................2.1(a) Tax Authority...........................................................4.16(b) Tax Returns.............................................................4.16(b) Taxes...................................................................4.16(b) Termination Date.........................................................9.1(c) Trademarks..................................................................1.1
Stock Election. Subject to the immediately following sentence, each record holder of shares of GPU Common Stock immediately prior to the Effective Time shall be entitled to elect to receive shares of FirstEnergy Common Stock for all or any part of such holder's shares of GPU Common Stock (a "Stock Election", and together with a Cash Election, the "Election"). Notwithstanding the foregoing and subject to Section 2.01(1), the aggregate number of shares of GPU Common Stock that will be converted into the right to receive shares of FirstEnergy Common Stock in the Merger (the "Stock Election Number") shall be 50% of the total number of shares of GPU Common Stock issued and outstanding as of the Effective Time. Stock Elections shall be made on a Form of Election.
Stock Election. Shares Section 2.6(b)
Stock Election. Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Effective Time shall be entitled to elect to receive shares of Parent Common Stock for all or any part of such holder's shares of Company Common Stock (a "STOCK ELECTION"). Notwithstanding the foregoing and subject to Section 2.1(l), the aggregate number of shares of Company Common Stock that may be converted into the right to receive shares of Parent Common Stock in the Merger (the "STOCK ELECTION NUMBER") shall be 45% of the total number of shares of Company Common Stock issued and outstanding as of the Effective Time. Stock Elections shall be made on a Form of Election. A Representative may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Representative for a particular beneficial owner.
